<PAGE>   1

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                   FORM 10-Q
                            ------------------------

     [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 29, 2000

                                       OR

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .

                        COMMISSION FILE NUMBER 000-31231

                          REPEATER TECHNOLOGIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      77-0535658
       (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER IDENTIFICATION NO.)
        INCORPORATION OR ORGANIZATION)
</TABLE>

                               1150 MORSE AVENUE
                          SUNNYVALE, CALIFORNIA 94089
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (408) 747-1900
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               YES [X]     NO [ ]

     The number of shares of the Registrant's Common Stock outstanding as of
January 31, 2001 was 23,201,533.

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<PAGE>   2

                                     INDEX

<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>      <C>                                                            <C>
PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements (unaudited)............................     1
         Condensed Consolidated Balance Sheets.......................     1
         Condensed Consolidated Statements of Operations.............     2
         Condensed Consolidated Statements of Cash Flows.............     3
         Notes to Condensed Consolidated Financial Statements........     4
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations...................................     8
         Risk Factors................................................    14
Item 3.  Quantitative and Qualitative Disclosures of Market Risk.....    21

PART II. OTHER INFORMATION
Item 1.  Legal Proceedings...........................................    22
Item 2.  Changes in Securities and Use of Proceeds...................    22
Item 3.  Defaults Upon Senior Securities.............................    22
Item 4.  Submission of Matters to a Vote of Security Holders.........    22
Item 5.  Other Information...........................................    22
Item 6.  Exhibits and Reports on Form 8-K............................    22
Signatures...........................................................    24
Exhibit Index........................................................    25
</TABLE>

                                        i
<PAGE>   3

                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                          REPEATER TECHNOLOGIES, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                  (UNAUDITED)

                                     ASSETS

<TABLE>
<CAPTION>
                                                              DECEMBER 29,    MARCH 31,
                                                                  2000          2000
                                                              ------------    ---------
<S>                                                           <C>             <C>
Current assets:
  Cash and cash equivalents.................................    $ 36,228      $  4,823
  Accounts receivable, net of allowance for doubtful
     accounts of $215 and $255 at December 29, 2000 and
     March 31, 2000, respectively...........................       3,809         4,383
  Inventories, net..........................................       6,860         3,052
  Other current assets......................................         413         1,280
                                                                --------      --------
          Total current assets..............................      47,310        13,538
Service parts, net..........................................         522           330
Property and equipment, net.................................       3,346         2,168
Other assets................................................          98           181
                                                                --------      --------
          Total assets......................................    $ 51,276      $ 16,217
                                                                ========      ========

                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Accounts payable..........................................    $  4,260      $  4,291
  Accrued compensation......................................       1,094           574
  Other accrued liabilities.................................         874         1,019
  Deferred revenue..........................................         915         1,363
  Current portion of notes payable..........................       1,571         1,232
  Current portion of capital lease obligations..............         419           418
                                                                --------      --------
          Total current liabilities.........................       9,133         8,897
Deferred revenue, net of current portion....................         824           339
Notes payable, net of current portion.......................       1,515         3,078
Capital lease obligations, net of current portion...........         222           507
Convertible subordinated debentures.........................          --        15,000
                                                                --------      --------
          Total liabilities.................................      11,694        27,821
                                                                --------      --------
Stockholders' equity (deficit):
  Convertible preferred stock, $0.001 par value; 5,000,000
     and 14,210,077 shares authorized; none and 9,874,691
     issued and outstanding at December 29, 2000 and March
     31, 2000, respectively.................................          --            10
  Common Stock, $0.001 par value; 70,000,000 and 30,000,000
     shares authorized; 23,201,530 and 3,316,309 shares
     issued and outstanding at December 29, 2000 and March
     31, 2000, respectively.................................          23             3
  Additional paid in capital................................     113,312        54,555
  Unearned stock-based compensation.........................      (3,366)      (10,297)
  Accumulated deficit.......................................     (70,387)      (55,875)
                                                                --------      --------
          Total stockholders' equity (deficit)..............      39,582       (11,604)
                                                                --------      --------
          Total liabilities and stockholders' equity
            (deficit).......................................    $ 51,276      $ 16,217
                                                                ========      ========
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        1
<PAGE>   4

                          REPEATER TECHNOLOGIES, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED              NINE MONTHS ENDED
                                          ----------------------------    ----------------------------
                                          DECEMBER 29,    DECEMBER 24,    DECEMBER 29,    DECEMBER 24,
                                              2000            1999            2000            1999
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Net revenues............................    $ 6,887         $ 4,911         $ 19,112        $11,940
Cost of revenues........................      5,657           3,303           14,620          8,516
                                            -------         -------         --------        -------
Gross profit............................      1,230           1,608            4,492          3,424
                                            -------         -------         --------        -------
Operating expenses:
  Research and development..............       (494)          2,174            6,161          4,235
  Sales and marketing...................      2,253           1,899            7,055          4,749
  General and administrative............      1,514             732            3,396          1,990
  In-process research and development...         --             885               --            885
                                            -------         -------         --------        -------
          Total operating expenses......      3,273           5,690           16,612         11,859
                                            -------         -------         --------        -------
Loss from operations....................     (2,043)         (4,082)         (12,120)        (8,435)
Other expense, net......................        (39)           (452)          (2,392)        (1,104)
                                            -------         -------         --------        -------
Net loss................................    $(2,082)        $(4,534)        $(14,512)       $(9,539)
                                            =======         =======         ========        =======
Net loss per common share -- basic and
  diluted...............................    $ (0.09)        $ (1.70)        $  (1.11)       $ (3.79)
                                            =======         =======         ========        =======
Shares used in net loss per common share
  calculation -- basic and diluted......     22,563           2,671           13,110          2,520
                                            =======         =======         ========        =======
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        2
<PAGE>   5

                          REPEATER TECHNOLOGIES, INC.

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   NINE MONTHS ENDED
                                                              ----------------------------
                                                              DECEMBER 29,    DECEMBER 24,
                                                                  2000            1999
                                                              ------------    ------------
<S>                                                           <C>             <C>
Cash Flows used in Operating Activities:
Net loss....................................................    $(14,512)       $(9,539)
Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation and amortization.............................       1,280            749
  Provision for losses on accounts receivable...............         (41)            66
  Provision for writedowns on inventories...................         223            339
  Amortization of unearned stock-based compensation.........       1,505          2,190
  Amortization of debt issuance costs.......................           5             12
  Amortization of debt discount.............................         135             90
  Non cash interest expense.................................       1,635             --
  Issuance of equity instruments under license agreement....          20             --
  In-process research and development.......................          --            885
  Changes in operating assets and liabilities:
    Accounts receivable.....................................         615         (2,404)
    Inventories.............................................      (4,031)           285
    Other current assets....................................        (221)           (32)
    Other assets............................................          --            (32)
    Accounts payable........................................         (31)         1,547
    Accrued compensation....................................         520            126
    Other accrued liabilities...............................        (145)           125
    Deferred revenue........................................          37            380
                                                                --------        -------
         Net cash used in operating activities..............     (13,006)        (5,213)
                                                                --------        -------
Cash Flows Used in Investing Activities:
  Purchase of field service parts...........................        (667)          (160)
  Purchase of property and equipment........................      (1,906)          (118)
                                                                --------        -------
      Net cash used in investing activities.................      (2,573)          (278)
                                                                --------        -------
Cash Flows from Financing Activities:
  Principal payments on notes payable.......................      (1,359)          (140)
  Proceeds from issuance of notes payable...................          --          5,000
  Payments on capital lease obligations.....................        (332)          (443)
  Proceeds from series EE convertible subordinated
    debentures..............................................       5,100             --
  Payments for acquired business............................          --           (754)
  Net proceeds from issuance of common stock under initial
    public offering.........................................      43,375             --
  Issuance of common stock from exercise of stock options
    and warrants............................................         200             61
                                                                --------        -------
         Net cash provided by financing activities..........      46,984          3,724
                                                                --------        -------
Net increase (decrease) in cash and cash equivalents........      31,405         (1,767)
Cash and cash equivalents at beginning of the period........       4,823         10,358
                                                                --------        -------
Cash and cash equivalents at end of the period..............    $ 36,228        $ 8,591
                                                                ========        =======
Supplemental Disclosure of Cash Flow Information:
  Cash paid for interest....................................    $    957        $ 1,187
  Taxes paid................................................    $      1        $     1
Supplemental non-cash investing and financing activity:
  Conversion of convertible debenture into common stock.....    $ 20,100             --
  Equipment purchased under capital lease obligation........          --        $   579
  Issuance of shares for acquired business..................          --        $ 6,072
  Issuance of warrant with notes payable....................          --        $   542
</TABLE>

  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                        3
<PAGE>   6

                          REPEATER TECHNOLOGIES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               DECEMBER 29, 2000
                                  (UNAUDITED)

BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements as
of December 29, 2000 and for the three and nine-month periods ended December 29,
2000 and December 24, 1999 have been prepared by the Company in accordance with
the rules and regulations of the Securities and Exchange Commission. The amounts
as of March 31, 2000 have been derived from our annual audited financial
statements. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in accordance with such rules and
regulations. In the opinion of management, the accompanying unaudited financial
statements reflect all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the financial position of the Company
and its results of operations and cash flows. These financial statements should
be read in conjunction with the annual audited financial statements and notes as
of and for the year ended March 31, 2000, included in the Registration Statement
on Form S-1 (No. 333-31266).

     The results of operations for the three and nine months ended December 29,
2000 are not necessarily indicative of the results that may be expected for the
year ending March 31, 2001 or any other future interim period, and the Company
makes no representations related thereto.

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

SERIES EE CONVERTIBLE SUBORDINATED DEBENTURES AND WARRANTS

     In July 2000, the Company issued $5.1 million of Series EE convertible
subordinated debentures. These debentures bore interest at 8% and were due to
mature in November 2003. These debentures were convertible into Series EE
convertible preferred stock at any time at the option of the holder at a
conversion price which was the lesser of $8.00 per share or the common stock
initial public offering price. In addition, the Company had the right to convert
the debentures into Series EE convertible preferred stock in the event that it
completed a qualified public offering, at which time Series EE convertible
preferred stock would automatically convert into common stock at a conversion
ratio of one for one. The difference between the conversion price and the fair
value of the common stock on the transaction date resulted in a beneficial
conversion feature of approximately $1.1 million which has been recorded as a
charge to interest expense in the nine-month period ending December 29, 2000.
Upon completion of the IPO, the company converted the Series EE convertible
debentures into 637,500 shares of common stock.

     In connection with the Series EE convertible debentures, the Company issued
warrants to purchase a number of shares of Series EE convertible preferred stock
equal to $1,020,000 divided by the conversion price of the Series EE convertible
debenture, at an exercise price of $8.00 per share. The warrants are immediately
exercisable and expire on July 11, 2005. The relative fair value of the
warrants, which has been determined to be approximately $0.5 million, using the
Black-Scholes valuation method, has been recorded as debt discount and amortized
to interest expense over the life of the debentures. Upon completion of the IPO,
the Series EE warrants automatically converted into warrants to purchase 127,500
shares of common stock.

INITIAL PUBLIC OFFERING

     In August 2000, the Company completed its initial public offering of
5,462,500 shares of common stock (including 712,500 shares purchased by the
underwriters' over-allotment option) at $9.00 per share. Net

                                        4
<PAGE>   7
                          REPEATER TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 29, 2000
                                  (UNAUDITED)

proceeds aggregated approximately $42.3 million after paying the underwriters'
fee of approximately $3.4 million and related expenses of approximately $3.4
million, $1.1 million of which was incurred in the prior fiscal year.

     The following changes in the Company's capital stock occurred immediately
before or after the closing of the offering:

     - all issued and outstanding shares of the Company's preferred stock were
       converted into an aggregate of 10,116,319 shares of common stock;

     - warrants were exercised, resulting in an issuance of 835,000 shares of
       common stock, after giving effect to cashless net exercise of certain
       warrants;

     - an amount of $20.1 million of Series DD and Series EE convertible
       debentures were converted into an aggregate of 3,364,763 shares of common
       stock.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board ("FASB") FASB issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 established accounting and reporting standards for derivative
instruments including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities. In June
2000, SFAS No. 133 was amended by SFAS No. 138. The Company has not determined
what impact, if any, SFAS No. 133 will have on the operations and financial
position of the Company. The Company will be required to implement SFAS No. 133
as amended by SFAS No. 138, beginning in 2001. The Company does not currently
hold derivative instruments or engage in hedging activities.

     In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosures
related to revenue recognition policies. The Company adopted the provisions of
SAB 101 in these condensed, consolidated financial statements for all periods
presented.

     In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44")
Accounting for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25. FIN 44 clarifies the application of
Opinion 25 for (a) the definition of employee for purposes of applying Opinion
25, (b) the criteria for determining whether a plan qualifies as a
non-compensatory plan, (c) the accounting consequence for various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. The
adoption of FIN 44 did not have a material impact on the Company's financial
position or results of operations.

CONCENTRATION OF CREDIT RISK

     The Company's cash and cash equivalents are maintained at a major US
financial institution. Deposits in this institution may exceed the amount of
insurance provided on such deposits.

     The Company's customers are providers of wireless communications services.
The Company performs periodic credit evaluations of these customers and
generally does not require collateral for its domestic customers. For certain
international customers, the Company usually requires letters of credit prior to
shipment. The Company maintains reserves for potential credit losses and such
losses have historically been within management's expectations.
                                        5
<PAGE>   8
                          REPEATER TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 29, 2000
                                  (UNAUDITED)

     During the three months ended December 29, 2000, two customers accounted
for approximately 17.5% and 13.8% of net revenues. As of December 29, 2000, one
customer accounted for approximately 15.2% of total receivables. During the nine
months ended December 29, 2000, one customer accounted for approximately 10.1%
of net revenues.

NET LOSS PER COMMON SHARE

     Basic net loss per share is computed by dividing net loss available to
common stockholders by the weighted average number of vested common shares
outstanding for the period. Diluted net loss per share is computed giving effect
to all dilutive potential common shares, including options, warrants,
convertible subordinated debentures and convertible preferred stock. Options,
warrants, convertible subordinated debentures and convertible preferred stock
were not included in the computation of diluted net loss per share for the
three-month periods ended December 24, 1999 and December 29, 2000 because the
effect would be anti-dilutive. A reconciliation of the numerator and denominator
used in the calculation of historical basic and diluted net loss per share
follows (in thousands, except per share data):

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED              NINE MONTHS ENDED
                                          ----------------------------    ----------------------------
                                          DECEMBER 29,    DECEMBER 24,    DECEMBER 29,    DECEMBER 24,
                                              2000            1999            2000            1999
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Numerator:
Net loss................................    $(2,082)        $(4,534)        $(14,512)       $(9,539)
                                            -------         -------         --------        -------
Denominator:
  Weighted average common shares
     outstanding........................     23,202           2,737           13,749          2,586
  Weighted average unvested common
     shares subject to repurchase.......       (639)            (66)            (639)           (66)
                                            -------         -------         --------        -------
Denominator for basic and diluted
  calculation...........................     22,563           2,671           13,110          2,520
                                            =======         =======         ========        =======
Net loss per common share-basic and
  diluted...............................    $ (0.09)        $ (1.70)        $  (1.11)       $ (3.79)
                                            =======         =======         ========        =======
</TABLE>

     The following securities have not been included in the computation of
diluted net loss per share as they are anti-dilutive (in thousands):

<TABLE>
<CAPTION>
                                                     DECEMBER 29,    DECEMBER 24,
                                                         2000            1999
                                                     ------------    ------------
<S>                                                  <C>             <C>
Convertible preferred stock (after effect of
  anti-dilutive provision).........................        --           10,116
Options outstanding................................     5,613            3,044
Warrants outstanding...............................       250            1,192
Convertible debentures outstanding.................        --            2,727
Unvested common stock..............................       639               66
                                                         ----           ------
                                                        6,502           17,145
                                                         ====           ======
</TABLE>

                                        6
<PAGE>   9
                          REPEATER TECHNOLOGIES, INC.

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 29, 2000
                                  (UNAUDITED)

BALANCE SHEET COMPONENTS (IN THOUSANDS):

     Inventories consisted of the following:

<TABLE>
<CAPTION>
                                                              DECEMBER 29,    MARCH 31,
                                                                  2000          2000
                                                              ------------    ---------
<S>                                                           <C>             <C>
  Raw materials.............................................    $ 2,810        $ 2,166
  Work in process...........................................        647            489
  Finished goods............................................      5,205          1,976
                                                                -------        -------
                                                                  8,662          4,631
  Less: allowance...........................................     (1,802)        (1,579)
                                                                -------        -------
                                                                $ 6,860        $ 3,052
                                                                =======        =======
Service parts consisted of the following:
  Service parts.............................................    $ 1,218        $   551
  Less: accumulated depreciation............................       (696)          (221)
                                                                -------        -------
                                                                $   522        $   330
                                                                =======        =======
Property and equipment consisted of the following:
  Computer equipment........................................    $ 2,582        $ 2,008
  Manufacturing equipment...................................      5,220          3,960
  Furniture and fixtures....................................        634            514
  Leasehold improvements....................................         79             79
                                                                -------        -------
                                                                  8,515          6,561
Less: accumulated depreciation..............................     (5,169)        (4,393)
                                                                -------        -------
                                                                $ 3,346        $ 2,168
                                                                =======        =======
Included as part of the property and equipment balances
  above:
  Capital leased equipment..................................    $ 1,155        $ 1,106
  Less: Accumulated depreciation............................     (1,036)          (950)
                                                                -------        -------
                                                                $   119        $   156
                                                                =======        =======
Other current assets consisted of the following:
  Prepaid expenses..........................................    $   413        $   192
  Deferred IPO costs........................................         --          1,088
                                                                -------        -------
                                                                $   413        $ 1,280
                                                                =======        =======
</TABLE>

CONTINGENT CONSIDERATION

     In connection with the acquisition of Gwydion, the Company issued 573,334
shares of common stock in November 1999. These shares of stock will be held in
escrow for up to 18 months until certain performance criteria are met. The
Company revalues these shares at the end of each reporting period, until vested,
and recognizes the compensation expense over the 18 months. Amounts recognized
in research of development expense during the nine month periods ending December
24, 1999 and December 29, 2000 were a net debit of $704,000 and a net credit of
$1,020,000, respectively. Amounts recognized in research of development expense
during the three month periods ending December 24, 1999 and December 29, 2000
were a net debit of $704,000 and a net credit of $3,225,000, respectively.

                                        7
<PAGE>   10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     You should read the following information in conjunction with the
historical financial information and notes thereto included in our Registration
Statement on Form S-1 (File No. 333-31266), which was previously filed with the
Securities and Exchange Commission. Unless otherwise indicated, references to
year ended or year ending, or three or nine months ended or three or nine months
ending, refer to our fiscal year or fiscal three or nine months, respectively.

     This Form 10-Q contains forward-looking statements that relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"intends," "potential" or "continue" or the negative of such terms or other
comparable terminology. These statements are only predictions based on the
information available to us on the date of this document. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Our actual results could differ materially from those
anticipated in these forward-looking statements.

OVERVIEW

     We develop, market and sell wireless network equipment primarily for
CDMA-based wireless communications networks. We provide cost-effective,
high-quality products for use in suburban and rural areas, urban areas and
inside coverage-limited structures. Our products have been deployed with over 50
CDMA wireless service providers in twelve countries.

     From our inception in 1983 through our year ended March 31, 1996, we were
primarily focused on providing microwave frequency repeaters for long-distance
telecommunications applications and cellular repeaters for non-CDMA based
wireless communications applications. Starting in our year ended March 31, 1997,
we changed our strategic focus and re-directed our resources to the development
and marketing of repeaters for wireless networks based on the CDMA digital
standard. This wireless standard offered us the opportunity to develop a new
type of repeater, which we call our Network Repeater, that in conjunction with
CDMA base stations, enables wireless service providers to deploy or extend CDMA
wireless networks in non-urban areas at a significantly reduced cost. We shipped
our first Network Repeaters for CDMA wireless networks in May 1997.

     We generated net revenues of $17.0 million in the fiscal year ended March
31, 2000 and $19.1 million in the nine months ended December 29, 2000. We
incurred net losses of $15.0 million in the fiscal year ended March 31, 2000 and
$14.5 million in the nine months ended December 29, 2000. As of December 29,
2000, we had an accumulated deficit of $70.4 million.

     We have recently experienced a slow down in the booking of orders from new
and existing customers and requested delays in shipment of existing orders.
While the reasons for these trends are uncertain, they may be attributable to an
overall slowdown in the U.S. economy, reduced or deferred capital expenditures
by our customers or difficulty by some customers in obtaining financing. If
these trends continue or accelerate, our business, financial condition and
results of operation would be adversely affected.

     In November 1999, we acquired substantially all of the assets and assumed
substantially all of the liabilities of The Gwydion Company LLC for a
combination of $0.8 million in cash and 573,334 shares of our common stock. We
accounted for this transaction using the purchase method of accounting. As part
of this acquisition, we have acquired Gwydion's distributed antenna system
project, which is designed to provide in-building coverage via a fiber optic
antenna system. We have incurred expenses of approximately $3.2 million in
research and development, excluding variable stock-based compensation, from the
date of the acquisition through December 29, 2000 in an effort to develop the
technology to produce a commercially viable product. As of December 29, 2000 the
technology had not achieved commercial viability.

     The 573,334 shares we issued will be held in escrow for up to 18 months
until certain performance criteria are met. In connection with this contingent
consideration, we recognized research and development expense of $1.9 million
during the year ended March 31, 2000 and a credit of $1.0 million for the nine
months ended
                                        8
<PAGE>   11

December 29, 2000 and we had $0.3 million in deferred compensation as of
December 29, 2000. Assuming a fair value for our common stock of $2.00 per
share, the price of our shares on December 29, 2000, and assuming achievement of
performance criteria, the compensation expense will be as follows: $0.2 million
for the remainder of the year ending March 30, 2001 and $0.1 million in the
first quarter of the year ending March 30, 2002.

     Since our inception, we have used stock option programs for employees as
compensation to attract strong business and technical talent. Stock-based
compensation consists of the difference between the deemed fair market value of
stock options and the exercise price of these grants. This difference is being
amortized on an accelerated basis over the vesting period of the grants,
generally four years. For the year ended March 31, 2000 and nine months ended
December 29, 2000, we recorded $2.5 million and $2.3 million, respectively, of
stock-based compensation expense in connection with options granted to employees
and consultants. The balance in unearned stock-based compensation of $3.1
million as of December 29, 2000 will be amortized over the vesting period of the
grants.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 29, 2000 AND
DECEMBER 24, 1999

     The following table sets forth our results of operations as a percentage of
net revenues for the periods indicated:

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED              NINE MONTHS ENDED
                                          ----------------------------    ----------------------------
                                          DECEMBER 29,    DECEMBER 24,    DECEMBER 29,    DECEMBER 24,
                                              2000            1999            2000            1999
                                          ------------    ------------    ------------    ------------
                                          (UNAUDITED)     (UNAUDITED)     (UNAUDITED)     (UNAUDITED)
<S>                                       <C>             <C>             <C>             <C>
Net revenues............................     100.0%          100.0%          100.0%          100.0%
Cost of revenues........................      82.1            67.3            76.5            71.3
                                             -----           -----           -----           -----
Gross margin............................      17.9            32.7            23.5            28.7
                                             -----           -----           -----           -----
Operating expenses:
  Research and development..............      (7.2)           44.2            32.2            35.5
  Sales and marketing...................      32.7            38.7            36.9            39.8
  General and administrative............      22.0            14.9            17.8            16.7
In-process research and development.....        --            18.0              --             7.4
                                             -----           -----           -----           -----
          Total operating expenses......      47.5           115.8            86.9            99.4
                                             -----           -----           -----           -----
Loss from operations....................     (29.6)          (83.1)          (63.4)          (70.7)
Other expense, net......................      (0.6)           (9.2)          (12.5)           (9.2)
                                             -----           -----           -----           -----
Net loss................................     (30.2)%         (92.3)%         (75.9)%         (79.9)%
                                             =====           =====           =====           =====
</TABLE>

     Net revenues: Our net revenues are derived primarily from our Network
Repeaters based on the CDMA standard as well as complementary equipment for
these products. We also provide training, installation support, design and
implementation services to our customers on a fee-for-service basis.

     Net revenues increased $2.0 million, or 40.2%, from $4.9 million for the
three months ended December 24, 1999 to $6.9 million for the three months ended
December 29, 2000. This increase was primarily due to increased shipments of our
CDMA-based repeaters to new and existing customers. During the three months
ended December 29, 2000, 74.4% of our net revenues were derived from ten
customers, with sales to two customers, UbiquiTel PCS and Northern PCS,
comprising approximately 17.5% and 13.8%, respectively. During the three months
ended December 24, 1999, 79.3% of our net revenues were derived from ten
customers, with sales to two customers, Clearnet and Wireless Facilities, Inc.,
comprising approximately 19.0% and 16.2% respectively. International sales
accounted for 21.8% of net revenues during the three months ended December 29,
2000, as compared to 32.3% during the three months ended December 24, 1999.

     For the nine months ended December 29, 2000, net revenues increased $7.2
million, or 60.0%, from the nine months ended December 24, 1999. This increase
was primarily due to increased shipments of our CDMA-based repeaters to new and
existing customers. During the nine months ended December 29, 2000, 61.9% of our
net revenues were derived from ten customers, with sales to one customer,
Comsyst, comprising

                                        9
<PAGE>   12

approximately 10.1%. During the nine months ended December 24, 1999, 68.5% of
our net revenues were derived from ten customers, with sales to two customers,
PrimeCo and Clearnet, comprising approximately 14.8% and 12.4%, respectively.
International sales accounted for 33.7% of net revenues during the nine months
ended December 29, 2000 as compared to 28.1% during the nine months ended
December 24, 1999.

     We have experienced downward pressure on our selling prices as a result of
our entering into volume sale agreements with some customers and from general
competitive pressures. We expect that our selling prices will continue to
decline for the foreseeable future. In addition, if we cannot offset declines in
selling prices by an increase in the number of units sold, our revenues may
decline.

     Cost of revenues and gross margin: Cost of revenues increased $2.4 million,
or 71.3%, from $3.3 million for the three months ended December 24, 1999 to $5.7
million for the three months ended December 29, 2000. The gross profit margin
decreased to 17.9% for the three months ended December 29, 2000 from 32.7% for
the three months ended December 24, 1999. Of this 14.8 percentage point decrease
in gross profit margin, a decrease of approximately 16.9 percentage points was
attributable to a decrease in direct material margins, as the average selling
prices of our products declined. This decline in gross margins was partially
offset by more efficient absorption of other costs of revenue. The other costs
of revenue, which consist of manufacturing overhead and customer service
expenditures, increased from $1.3 million for the three months ended December
24, 1999 to $1.7 million for the three months ended December 29, 2000 primarily
due to an increase in customer service expenses of $0.7 million, a decrease in
stock-based compensation of $0.1 million and a decrease in manufacturing
overhead expenses of approximately $0.2 million. The increase in customer
service expenses are related primarily to product quality issues associated with
our cellular and PCS band products. Cost of revenues of $5.7 million for the
three months ended December 29, 2000 contained $0.1 million of amortization of
stock-based compensation.

     Cost of revenues increased $6.1 million, or 71.7%, from $8.5 million for
the nine months ended December 24, 1999 to $14.6 million for the nine months
ended December 29, 2000. The gross profit margin decreased to 23.5% for the nine
months ended December 29, 2000 from 28.7% for the nine months ended December 24,
1999. Of this 5.2 percentage point decrease in gross profit margin, a decrease
of approximately 12.9 percentage points was attributable to a decrease in direct
material margins, as the average selling prices of our products declined. This
decline in gross margins was partially offset by more efficient absorption of
other costs of revenue. The other costs of revenue, which consist of
manufacturing overhead and customer service expenditures, increased from $3.7
million for the nine months ended December 24, 1999 to $4.4 million for the nine
months ended December 29, 2000 primarily due to an increase in customer service
expenses of $0.9 million and a decrease in stock-based compensation of $0.2
million. Cost of revenues of $14.6 million for the nine months ended December
29, 2000 contained $0.5 million of amortization of stock-based compensation.

     In addition, if we are unable to reduce our product costs more rapidly than
our selling prices are declining, our gross margins may decline.

     Research and development: Research and development expenses decreased $2.7
million, or 122.7%, from $2.2 million for the three months ended December 24,
1999 to a credit of $0.5 million for the three months ended December 29, 2000.
This decrease was due to the following factors: (i) decrease of $3.9 million in
the amortization of variable stock-based compensation attributable to the
acquisition of Gwydion, (ii) $0.4 million of increased product development
expenses for our in-building products, and (iii) product development expenses
for our outdoor products of $0.8 million. Research and development expenses of a
credit of $0.5 million for the three months ended December 29, 2000 contained a
credit of $3.0 million of amortization of stock-based compensation, of which
$3.2 million was attributable to the acquisition of Gwydion.

     Research and development expenses increased $1.9 million, or 45.5%, from
$4.2 million for the nine months ended December 24, 1999 to $6.1 million for the
nine months ended December 29, 2000. This increase was due to the following
factors: (i) an increase of $0.5 million in amortization of stock-based
compensation derived from grants of incentive stock options below the deemed
fair market value, (ii) a decrease of $1.7 million in the amortization variable
stock-based compensation attributable to the acquisition of Gwydion, (iii) $1.5
million of increased product development expenditures for our in-building
products,
                                       10
<PAGE>   13

(iv) an increase in product development expenses for our Network Repeaters of
$1.6 million. Research and development expenses of $6.1 million for the nine
months ended December 29, 2000 contained a credit of $0.1 million of
amortization of stock-based compensation, of which a credit of $1.0 million was
attributable to the acquisition of Gwydion.

     We expect our research and product development expenses to increase as we
continue to develop our technology and broaden our product line to serve new
markets and applications. In particular, we expect to incur significant expenses
in the development of our next generation of products to serve the emerging
high-speed wireless markets.

     Sales and marketing: Sales and marketing expenses increased $0.4 million,
or 18.6%, from $1.9 million for the three months ended December 24, 1999 to $2.3
million for the three months ended December 29, 2000. This increase was due to
increased labor and overhead costs due to the hiring of additional sales and
marketing personnel and increased travel. Sales and marketing expenses of $2.6
million for the three months ended December 29, 2000 contained a credit of $0.1
million of amortization of stock based compensation.

     Sales and marketing expenses increased $2.4 million, or 48.6%, from $4.7
million for the nine months ended December 24, 1999 to $7.1 million for the nine
months ended December 29, 2000. This increase was due to increased advertising
and trade show expenditures of $0.4 million, increased sales commissions and
bonuses of $0.5 million, as well as increased labor and overhead costs of $1.5
million due to the hiring of additional sales and marketing personnel and
increased travel. Sales and marketing expenses of $7.1 million for the nine
months ended December 29, 2000 contained $0.2 million of amortization of stock
based compensation.

     We expect that our sales and marketing expenses will continue to increase
as we plan to add personnel to support our sales efforts in domestic and
international markets. We also plan on increasing our expenditures on
advertising and other marketing programs for promoting and selling our products,
domestically and internationally.

     General and administrative: General and administrative expenses consist
primarily of expenses for finance, corporate management, general office
administration, insurance, legal, accounting, amortization of stock-based
compensation and other professional fees. General and administrative expenses
increased $0.8 million, or 106.8%, from $0.7 million for the three months ended
December 24, 1999 to $1.5 million for the three months ended December 29, 2000.
Of this increase, $0.2 million was attributable to the amortization of
stock-based compensation $0.1 million was attributable to severance payments,
$0.1 million to increased insurance premiums, $0.2 million was due to
professional service fees and the balance was due to salaries attributable to
increased headcount. General and administrative expenses of $1.5 million for the
three months ended December 29, 2000 contained $0.4 million of amortization of
stock based compensation.

     General and administrative expenses increased $1.4 million, or 70.7%, from
$2.0 million for the nine months ended December 24, 1999 to $3.4 million for the
nine months ended December 29, 2000. Of this increase, $0.5 million was
attributable to the amortization of stock-based compensation, $0.3 million was
attributable to professional fees, $0.2 was due to increased insurance costs for
directors and officers insurance and $0.4 million was due to higher labor costs.
General and administrative expenses of $3.4 million for the nine months ended
December 29, 2000 contained $0.9 million of amortization of stock based
compensation.

     We expect that general and administrative expenses will increase as we
expand our staff, increase our infrastructure and incur costs associated with
being a public company.

     Other income (expense): Other income was $0.1 million and $0.2 million for
the three-month periods ended December 24, 1999 and December 29, 2000,
respectively. Other expenses decreased $0.3 million from $0.5 million for the
three months ended December 24, 1999 to $0.2 million for the three months ended
December 29, 2000 due to reduced interest expense of $0.3 million related to the
Series DD convertible subordinated debentures, which were converted into common
stock in August 2000.

     Other income was $0.3 million and $0.4 million for the nine-month periods
ended December 24, 1999 and December 29, 2000, respectively. Other expenses
increased $1.4 million from $1.4 million for the nine

                                       11
<PAGE>   14

months ended December 24, 1999 to $2.8 million for the nine months ended
December 29, 2000. Of this increase, $1.6 million was attributable to the
non-cash interest expenses associated with the beneficial conversion feature and
the warrants issued in connection with the Series EE financing completed in July
2000, partially offset due to reduced interest expense of $0.3 million related
to the Series DD convertible subordinated debentures.

LIQUIDITY AND CAPITAL RESOURCES

     At December 29, 2000 we had $36.2 million in cash and cash equivalents.
Cash used in operating activities for the nine months ended December 29, 2000
was $13.0 million, as compared to $5.2 million for the nine months ended
December 24, 1999. The significant use of cash in operating activities during
the nine months ended December 29, 2000 resulted from our net losses of $14.5
million, an increase in inventories of $4.0 million, offset by a decrease in
accounts receivable of $0.6 million, non-cash depreciation and amortization
expenses of $1.3 million, inventory provisions of $0.2 million, non-cash
expenses of $1.5 million for stock-based compensation, non-cash interest expense
of $1.6 million and an increase in accrued compensation of $0.5 million. We plan
to increase our operating expenses to support our anticipated growth and we
anticipate that this increase in operating expenses will be a material use of
our cash during the next fifteen months.

     Cash used for investing activities for the nine months ended December 29,
2000 was $2.6 million, as compared to $0.3 million for the nine months ended
December 24, 1999. Capital expenditures of $1.9 million were primarily
investments in computerized test equipment to test our products and additional
computer equipment to support our business. Although we had no material
commitments for capital expenditures as of December 29, 2000, we anticipate
continuing increases in our capital expenditures during the next fifteen months.

     Net cash provided from financing activities was $47.0 million as compared
to $3.7 million for the nine months ended December 24, 1999. For the nine months
ended December 29, 2000, $5.1 million was attributable to the issuance of Series
EE convertible, subordinated debentures in July 2000, $43.4 million was
attributable to the sale of common stock in our initial public offering
completed in August 2000, $0.2 million was attributable to the exercise of stock
options and warrants, offset by payments against long-term liabilities of $1.7
million.

     On July 11, 2000, the Company issued $5,100,000 of Series EE convertible
subordinated debentures convertible into shares of Series EE convertible
preferred stock at the lesser of $8.00 per share, or the offering price of the
Company's initial public offering of the Company's common stock, and warrants to
purchase the number of shares of our Series EE convertible preferred stock equal
to $1,020,000 divided by the conversion price, at an exercise price of $8.00 per
share. The Series EE convertible subordinated debentures were convertible into
Series EE convertible preferred stock at any time prior to the maturity date at
the option of the holder. In addition, the Company had the right to convert the
debentures into fully paid and non-assessable shares of Series EE convertible
preferred stock in the event that it completed a qualified public offering, at
which time Series EE convertible preferred stock would automatically convert
into common stock. The Series EE convertible subordinated debentures bore
interest at an annual rate of 8.0%, payable quarterly, and had a maturity date
of November 25, 2003. The warrants expire on July 11, 2005. These Series EE
convertible subordinated debentures were converted into common stock upon the
closing of our initial public offering on August 14, 2000. The beneficial
conversion feature of $1.1 million associated with the Series EE convertible,
subordinated debentures was recorded as interest expense in the Company's fiscal
quarter ending September 29, 2000. The fair value of the warrants of $0.5
million was recorded as debt discount in the Company's fiscal quarter ending
September 29, 2000 and was amortized over the life of the Series EE convertible,
subordinated debentures.

     In August 2000 we completed the initial public offering of our common stock
pursuant to our Registration Statement on Form S-1 (File No. 333-31266) as filed
with the Securities and Exchange Commission on February 28, 2000, as amended,
and sold 5,462,500 shares of our common stock to the public, including 712,500
shares issued pursuant to the underwriters' over-allotment option, at $9.00 per
share. The

                                       12
<PAGE>   15

aggregate gross proceeds from the sale were approximately $49.1 million. In
connection with our initial public offering, we paid $3.4 million in
underwriters' discounts and $3.4 million in other costs, $1.1 million of which
was incurred in the prior fiscal year. The costs associated with this offering
include the Nasdaq National Market listing fee, printing and engraving, legal,
accounting, travel and other related expenses. Net proceeds from the offering
were approximately $42.3 million and were invested in high quality short-term
investments. U.S. Bancorp Piper Jaffray and Bank of America Securities LLC were
the managing underwriters of the initial public offering of our common stock.

     We believe that our available cash reserves will be sufficient to fund
operations and to meet our working capital needs and anticipated capital
expenditures for the next twelve to fifteen months. We currently intend to
expand sales, marketing and future development of our products. We may also
invest in complementary products, license other technology or make potential
acquisitions. Thereafter, we may need additional funds for more rapid expansion
of our business, unexpected expenditures or operating losses, responding to
competitive pressures, developing new products and enhancements to our current
products, or acquiring technologies or businesses. If we raise additional funds
through the issuance of equity securities, the percentage ownership of our
stockholders will be reduced, stockholders may experience additional dilution,
or such equity securities may have rights, preferences or privileges senior to
those of the holders of our common stock. If we raise additional funds through
the issuance of debt securities, those securities would have rights, preferences
and privileges senior to those of holders of our common stock, and the terms of
these debt securities could impose restrictions on our operations. Additional
financing may not be available when needed, on favorable terms, or at all.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 established accounting and
reporting standards for derivative instruments including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. In June 2000, SFAS No. 133, was amended
by SFAS No. 138. The Company has not determined what impact, if any, SFAS No.
133 will have on the operations and financial position of the Company. The
Company will be required to implement SFAS No. 133, as amended by SFAS No. 138,
beginning in 2001. The Company does not currently hold derivative instruments or
engage in hedging activities.

     In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition," which
provides guidance on the recognition, presentation, and disclosure of revenue in
financial statements filed with the SEC. SAB 101 outlines the basic criteria
that must be met to recognize revenue and provides guidance for disclosures
related to revenue recognition policies. The Company adopted the provisions of
SAB 101 in these condensed consolidated financial statements for all periods
presented.

     In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44")
Accounting for Certain Transactions involving Stock Compensation, an
interpretation of APB Opinion No. 25. FIN 44 clarifies the application of
Opinion 25 for (a) the definition of employee for purposes of applying Opinion
25, (b) the criteria for determining whether a plan qualifies as a
non-compensatory plan, (c) the accounting consequence for various modifications
to the terms of a previously fixed stock option or award, and (d) the accounting
for an exchange of stock compensation awards in a business combination. The
adoption of FIN 44 did not have a material impact on the Company's financial
position or results of operations.

                                       13
<PAGE>   16

                                  RISK FACTORS

     In addition to other information provided in this report, investors
evaluating our company should carefully consider the following risk factors as
well as the risk factors included in our Registration Statement on Form S-1
(File No. 333-31266) filed with the Securities and Exchange Commission.

WE HAVE INCURRED SIGNIFICANT LOSSES SINCE WE BEGAN DOING BUSINESS, ANTICIPATE
CONTINUING LOSSES, AND MAY NEVER ACHIEVE OR SUSTAIN PROFITABILITY.

     We have accumulated losses of $70.4 million since we began doing business
in 1983 through December 29, 2000, and we may never achieve or sustain
profitability. We incurred a net loss of $15.0 million for the fiscal year ended
March 31, 2000, and a net loss of $14.5 million for the nine months ended
December 29, 2000. We will continue to incur significant expenses, particularly
research and product development and sales and marketing expenses, and we expect
our expenses to increase as compared to prior periods. We anticipate incurring
net losses at least through the fiscal year ending March 2002. We will need to
generate significantly higher revenues to achieve profitability and recoup our
accumulated losses. We cannot be certain that we will realize sufficient
revenues to sustain our business.

WE HAVE DEPLOYED A LIMITED NUMBER OF REPEATERHYBRID NETWORKS AND WE MAY NOT BE
ABLE TO GAIN BROAD MARKET ACCEPTANCE OF THE REPEATERHYBRID NETWORK CONCEPT.

     Our RepeaterHybrid networks have yet to gain widespread industry acceptance
and we have deployed them with only a limited number of wireless service
providers. If we fail to significantly increase the deployment and market
acceptance of our products and RepeaterHybrid Networks as replacements for
traditional networks using only base stations, we may fail to generate
sufficient revenues to sustain our business.

OUR QUARTERLY REVENUES AND OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY.

     Our quarterly operating results have fluctuated significantly in the past
and are likely to do so in the future. Factors that could cause our quarterly
results to fluctuate include, but are not limited to:

     - any delay in our introduction of new products or product enhancements
       particularly our new products for use in 3G networks and new products for
       in-building use;

     - the concentration of customer orders at the end of a quarter which can
       result in products shipping in the following quarter due to capacity
       constraints faced by our contract manufacturers;

     - the reduction in the selling price of our products due to competitive
       pressures from base station manufacturers and the introduction of other
       competing repeater products; and

     - customer responses to announcements of new products and product
       enhancements by competitors and the entry of new competitors into our
       markets.

     If our operating results do not meet the expectations of securities
analysts and investors, our stock price is likely to decline.

OUR LENGTHY AND VARIABLE SALES CYCLE MAKES IT DIFFICULT FOR US TO PREDICT IF AND
WHEN A SALE WILL BE MADE AND COULD LEAD TO OPERATING DIFFICULTIES AND CASH FLOW
PROBLEMS.

     Our sales cycle, which is the period from the generation of a sales lead
until the recognition of revenues, ranges from nine to 24 months, making it
difficult to forecast revenues and operating results. Our inability to
accurately predict the timing and magnitude of sales of our products and
services could cause a number of problems including, but not limited to:

     - we may have difficulty meeting our customers' product delivery
       requirements in the event many orders are received in a short period of
       time;

                                       14
<PAGE>   17

     - we may expend significant management efforts and incur substantial sales
       and marketing expenses in a particular period that do not translate into
       orders during that period, or at all; and

     - we may have difficulty meeting our cash flow requirements and obtaining
       credit because of delays in receiving orders.

     The problems resulting from our lengthy and variable sales cycle could
impede our growth, cause fluctuations in our operating results and restrict our
ability to take advantage of new opportunities.

CERTAIN EXISTING CONTRACTS MAY NOT RESULT IN REVENUES AS LARGE AS PREVIOUSLY
DISCLOSED.

     In the past, we publicly announced the signing of certain contracts or
purchase orders from major customers and their expected value or sales volume
for us. However, these contracts typically require no minimum purchase
commitment and the purchase orders are typically subject to cancellation. To
date, we have not achieved the expected values or sales volume publicly
disclosed. Furthermore, we may never achieve the expected values or sales volume
publicly disclosed. While we continue to internally estimate specific customer
sales volumes for business planning purposes, none of our prior publicly
disclosed estimates should be regarded as purchase commitments or indicative of
our current estimates or expectations.

A SMALL NUMBER OF CUSTOMERS ACCOUNT FOR A SUBSTANTIAL PORTION OF OUR REVENUES
AND THE LOSS OF ANY OF THESE CUSTOMERS COULD HARM OUR BUSINESS.

     Our customer base has been and may continue to be concentrated with a small
number of customers. The loss of any of these customers, or the delay, reduction
or cancellation of orders by or shipments to any of these customers could hurt
our results and cause a decline in our stock price. In the fiscal year ended
March 31, 2000, ten customers accounted for 69.7% of our net revenues, with
PrimeCo, Wireless Facilities, Inc. and Clearnet PCS, accounting for 13.6%, 12.4%
and 10.2%, respectively. During the three months ended December 29, 2000, 74.4%
of our net revenues were derived from ten customers with sales to two customers,
UbiquiTel PCS and Northern PCS, comprising 17.5% and 13.8%, respectively. When
our products have been fully deployed in a customer's network or a customer's
demands are otherwise satisfied, we must replace that customer's sales with
those of new customers in order to maintain our sales volume.

     We do not have any long-term contracts with any of our customers. Our
contracts generally do not contain minimum purchase requirements and are
terminable at any time. We expect to continue to depend on a small number of
customers for a substantial portion of our revenues.

     In addition, we face increased credit risks, including slow payments or
non-payments, due to the concentration of our customer base. In March 1999, we
increased our allowance for doubtful accounts by $0.7 million due to the
bankruptcy of a customer.

IF WE ARE UNABLE TO OBTAIN OR MAINTAIN VENDOR QUALIFICATION WITH NATIONWIDE
WIRELESS NETWORK OPERATORS, OUR ABILITY TO SELL OUR PRODUCTS WOULD BE IMPAIRED
AND OUR REVENUES WOULD LIKELY DECLINE.

     Many of our current and potential customers are large major network
operators or affiliates of nationwide wireless network operators. In order to
sell our products to these affiliates, our products must be authorized for
purchase by the network operator. This authorization process is both costly and
lengthy. If we do not maintain our status as a qualified vendor or supplier, we
will be unable to sell our products to these network operators and their
affiliates, and our revenues will likely decline.

COMPETITION FROM LARGER, MORE ESTABLISHED COMPANIES WITH GREATER RESOURCES COULD
LEAD TO PRICE REDUCTIONS, LOSS OF REVENUES AND MARKET SHARE AND COULD PREVENT US
FROM ACHIEVING PROFITABILITY.

     The market for base stations, repeaters and related products is highly
competitive. We compete with large infrastructure manufacturers, systems
integrators, repeater manufacturers and base station subsystem suppliers, as
well as new market entrants. Most of our current and potential competitors have
longer operating histories, larger installed customer bases, substantially
greater name recognition and more financial, technical, manufacturing,
marketing, sales, distribution and other resources than we do. We may not be
able to compete
                                       15
<PAGE>   18

successfully against current and future competitors, including companies that
develop and market new wireless telecommunications products and services. If we
are forced to reduce the prices of our products and we are unable to offset the
price reductions by increasing our sales volumes, introducing new products with
higher prices or reducing manufacturing costs, our revenues or gross margins
will decline. These competitive pressures may also result in longer sales cycles
and loss of customers.

OUR DEPENDENCE ON A LIMITED NUMBER OF CONTRACT MANUFACTURERS FOR MOST OF OUR
PRODUCTS MAY DIMINISH OUR ABILITY TO CONTROL THE QUALITY AND TIMING OF DELIVERY
OF OUR PRODUCTS.

     We have recently transitioned the manufacture of our products from in-house
to three third-party contract manufacturers. There are risks associated with our
dependence on contract manufacturers, including the contract manufacturers'
control of capacity allocation, labor relations, production quality and other
aspects of the manufacturing process. If our contract manufacturers encounter
any of these problems, our manufacturing processes will be adversely affected
and we may lose customers.

     Any one of our repeater products is generally produced by only one of our
contract manufacturers. We do not have long-term supply contracts with our
contract manufacturers, and they are not obligated to supply us with products
for any specific period, in any specific quantity or at any specific price,
except as may be provided in a particular purchase order. If we are unable to
obtain our products from our contract manufacturers on schedule, revenues from
the sale of those products may be delayed or lost, and our reputation,
relationships with customers and our business could be harmed. In addition, if
we must replace one of our contract manufacturers, we could incur significant
expenses and experience substantial disruption to our business.

OUR CONTRACT MANUFACTURERS' RELIANCE ON A LIMITED NUMBER OF COMPONENT SUPPLIERS
COULD LEAD TO DELAYS, ADDITIONAL COSTS, PROBLEMS WITH OUR CUSTOMERS AND
POTENTIAL CUSTOMERS AND LOSS OF REVENUES.

     Our contract manufacturers currently utilize one or a small number of
suppliers for each of the components of our products. In particular, there are
currently only a few suppliers of high power amplifiers, a critical component
for a Network Repeater, that meets our quality standards. Our contract
manufacturers have no long-term contracts or arrangements with the suppliers of
components for our products that guarantee the availability of these components.
If for any reason a supplier fails to meet quality or quantity requirements, or
stops selling components at commercially reasonable prices, or if a competitor
enters into an exclusive relationship with one of our suppliers, we could
experience significant production delays or cost increases.

     From time to time, our contract manufacturers may be required to replace
some of the components of our products when the supplier of a particular
component discontinues production. While we do not generally maintain an
inventory of components, we may purchase a quantity of these discontinued
components to supply to our contract manufacturers until new suppliers or
substitute components can be found. We face the risk that we may deplete this
inventory of discontinued components before finding adequate substitutes, which
could cause the loss of significant sales opportunities. Alternatively, we may
be left with surplus quantities of these components, which could cause us to
incur charges for excess inventory. We cannot guarantee that alternative sources
of components can be secured on short notice or that components will be
available from alternative sources on satisfactory terms. Any of these problems
could damage relationships with current or prospective customers, seriously harm
our operating results and revenues in a given period and impair our ability to
generate future sales.

DUE TO UNCERTAINTIES IN PRODUCTION FORECASTING, WE MAY EXPERIENCE UNEXPECTED
SURPLUSES OR SHORTAGES OF INVENTORY.

     Our contracts with manufacturers require us to provide a rolling six-month
forecast for production each month. The forecast for the first two months of the
six-month forecast are considered firm purchase orders. If we fail to accurately
predict our customers' demand for our products, we may be subject to shortages
of certain products and surpluses of other products. If we fail to have an
adequate supply of inventory for our products,

                                       16
<PAGE>   19

we may be subject to cancellation of orders from our customers for these
products. In addition, if we have a surplus of certain products, we may incur
charges for excess or obsolete inventory.

     Some of the components of our products may have lead times of as long as 26
weeks from the date a purchase order is placed with the supplier to the date the
components are delivered to our contract manufacturers. In order to ensure an
adequate supply of these components, we may be required to purchase the
components ourselves and then resell them to our contract manufacturers to meet
our forecasted requirements. If we fail to accurately predict the demand for
these components, we may face shortages and potentially lose sales, or
alternatively incur charges for excess or obsolete inventory.

OUR INABILITY TO PROVIDE LONG-TERM EQUIPMENT FINANCING FOR OUR CUSTOMERS IS A
COMPETITIVE DISADVANTAGE AND COULD RESULT IN A LOSS OF SALES.

     Many of our current and potential customers require equipment financing to
purchase our products. We do not offer long-term equipment financing to our
customers. If we cannot assist in arranging long-term equipment financing for
our customers, we may lose sales and customers to competitors that provide such
financing. Additionally, if we decide to provide our customers with long-term
equipment financing in the future, we could face credit risks, including slow
payments or non-payments from customers.

WE PLAN TO EXPAND FURTHER INTO INTERNATIONAL MARKETS, WHICH WILL SUBJECT US TO
ADDITIONAL BUSINESS RISKS.

     A significant portion of our sales efforts has been and will continue to be
targeted to international service providers in Australia, Canada, Mexico, South
America and Asia. Conducting business in these areas subjects us to a number of
risks and uncertainties, including:

     - inadequate protection of intellectual property in foreign countries;

     - increased difficulty in collecting accounts;

     - delays and expenses associated with tariffs and other trade barriers;

     - difficulties and costs associated with complying with a wide variety of
       complex foreign laws and treaties;

     - currency fluctuations, including a decrease in the value of foreign
       currencies relative to the U.S. dollar which could make our products less
       competitive against those of foreign competitors; and

     - political and economic instability.

     Any of the factors described above could impair our ability to continue
expanding into international markets and could prevent us from increasing our
revenues and achieving profitability. We may establish contract manufacturing
operations in other countries which could further subject us to the risks
described above, particularly the difficulty of protecting intellectual property
rights.

WE HAVE DEVELOPED A PRODUCT LINE PRIMARILY BASED ON THE CDMA STANDARD AND WE MAY
NOT SUCCEED IF CDMA IS NOT WIDELY ACCEPTED.

     We have concentrated our efforts on the development and sale of products
specific to CDMA technology. CDMA is the newest wireless communications
technology standard and has yet to achieve the market penetration of other more
established digital standards, including TDMA and GSM. There are currently a
limited number of wireless service providers utilizing CDMA-based equipment.
These service providers are concentrated in North America, South America and
Asia. If CDMA technology is not widely accepted by wireless service providers,
the demand for our products will not be as large as we are anticipating. A
decline in demand for our current products could have a significant negative
impact on our results of operations. In addition, a decline in demand may
require us to develop new products compatible with other wireless technology
standards, which would cause us to experience significant production delays and
cost increases with no assurance of new product acceptance.

                                       17
<PAGE>   20

BECAUSE OUR PRODUCTS ARE DEPLOYED IN COMPLEX NETWORKS, THEY MAY HAVE ERRORS OR
DEFECTS THAT WE FIND ONLY AFTER DEPLOYMENT, WHICH IF NOT REMEDIED, COULD HARM
OUR BUSINESS.

     Our products are highly complex, designed to be deployed in complicated
networks and may contain undetected defects, errors or failures. Although our
products are tested during manufacturing prior to deployment, they can only be
fully tested when deployed in commercial networks. Consequently, our customers
may discover errors after the products have been deployed. The occurrence of any
defects, errors or failures could result in installation delays, product
returns, diversion of our resources, increased service and warranty costs, legal
actions by our customers, increased insurance costs and other losses to us or to
our customers or end users. Any of these occurrences could also result in the
loss of or delay in market acceptance of our products, which would harm our
business and adversely affect our operating results and financial condition.

WE ARE DEPENDENT ON LICENSED TECHNOLOGY FOR OUR PRODUCTS.

     The receive diversity technology contained in our products is licensed from
one of our executive officers. The license agreement requires the timely payment
of royalties in the form of cash and shares of our common stock. These royalty
payments are non-refundable. Failure to honor the terms of the license agreement
could adversely affect our business.

IF WE ARE UNABLE TO PROTECT AND ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY
BE UNABLE TO COMPETE EFFECTIVELY.

     We regard substantial elements of our products, such as receive diversity
technology, component design specifications, network management software and
network component optimization techniques, as proprietary and attempt to protect
them by relying on patent, trademark, service mark, copyright and trade secret
laws. We also rely on confidentiality procedures and contractual provisions with
our employees, consultants, vendors and licensees to protect our intellectual
property. Despite these efforts, we may be unable to prevent third parties from
infringing upon or misappropriating our intellectual property, which could harm
our business.

     As of December 29, 2000, we had four patents granted and 11 patent
applications pending. It is possible that no patents will be issued from these
pending applications or from future patent applications. Moreover, our currently
issued patents and any patents issued in the future may not provide us with any
competitive advantages over, or may be challenged by, third parties.

     Effective patent, trademark, service mark, copyright and trade secret
protection may not be available in some countries in which our products are
distributed, particularly countries within South America and Asia. Furthermore,
our competitors may independently develop similar technologies that limit the
value of our intellectual property or design around patents issued to us.

BECAUSE LEGAL STANDARDS RELATING TO THE PROTECTION OF INTELLECTUAL PROPERTY
RIGHTS RELATED TO THE TELECOMMUNICATIONS INDUSTRY ARE UNCERTAIN AND EVOLVING, WE
MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS DISPUTES, CAUSING US TO INCUR
SIGNIFICANT COSTS, DIVERTING THE TIME AND ATTENTION OF OUR MANAGEMENT AND
PREVENTING US FROM SELLING OUR PRODUCTS.

     Due to the competitive nature of the telecommunications industry,
particularly as it relates to CDMA-based technology, any competitive advantage
we may have relies heavily upon protection of our intellectual property rights.
Because the legal standards relating to the validity, enforceability and scope
of protection of intellectual property rights in our industry are uncertain and
evolving, in the future, we may be a party to litigation concerning the
intellectual property incorporated in our products. These lawsuits, regardless
of their outcome, would be time-consuming and expensive to resolve and would
divert management time and attention. Any potential intellectual property
litigation also could force us to do one or more of the following:

     - stop selling, incorporating or using our products that use the challenged
       intellectual property;

     - obtain from the owner of the infringed intellectual property right a
       license to sell or use the relevant technology, which license may not be
       available on reasonable terms, or at all; or

     - redesign those products that use the challenged technology.
                                       18
<PAGE>   21

     If we are forced to take any of these actions, our business may be harmed.
Our insurance may not cover potential claims of this type or may not be adequate
to indemnify us for all liability that may be imposed.

A SIGNIFICANT DECREASE IN THE COST OF BASE STATIONS AND THEIR COMMUNICATION
LINKS WOULD DIMINISH ONE OF OUR COMPETITIVE ADVANTAGES.

     Unlike our repeater products, current base stations require an expensive
communications link, usually through a high capacity digital telephone
connection, to the network. In addition, base stations themselves are typically
larger and more expensive than repeaters. A decrease in the cost of base
stations and the communication links used to connect base stations to the local
telephone network, especially in less populated areas, will diminish a cost
saving that our customers experience from using our product. If the cost of base
stations and their communication links decline, demand for our products may
decrease and we may have to lower our product prices or experience a decline in
orders. Either one of these results could cause decreased revenues and margins.

DELAYS IN NEW PRODUCT DEVELOPMENT PROJECTS COULD HARM OUR BUSINESS.

     The market for our products is subject to competition from other repeater
manufacturers and base station manufacturers. As a result, we must continue to
develop new products and enhancements to our existing products to remain
competitive. In particular, we must develop and bring to market our in-building
coverage products and our products designed to address third generation or 3G
wireless networks. If we do not successfully develop new products and
enhancements in a timely manner, we may lose market acceptance of our products
and be unable to compete effectively with new competitive products, which could
harm our business.

IF WE FAIL TO MANAGE OUR GROWTH EFFECTIVELY, OUR BUSINESS AND PROSPECTS COULD BE
SERIOUSLY HARMED.

     The challenge of managing our growth will place a significant strain on our
planning and management capabilities. To manage our expected growth of
operations and personnel, we will need to:

     - improve financial and operational controls, as well as our reporting
       systems and procedures;

     - install new management information systems; and

     - hire, train, motivate and manage our sales and marketing, engineering,
       technical, finance and customer service employees.

     If we cannot effectively hire and manage new employees or monitor, manage
and control expanded operations, our business and prospects could be seriously
harmed.

IF WE LOSE KEY ENGINEERING PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED
ENGINEERING PERSONNEL, WE MAY NOT BE SUCCESSFUL.

     Our future success largely depends on our ability to attract and retain
qualified engineering personnel. The market for qualified engineering personnel
in the telecommunications industry is highly competitive and if we cannot
attract and retain these personnel, it would significantly limit our ability to
compete and to grow our business.

WE HAVE ENGAGED IN ACQUISITIONS AND MAY ENGAGE IN FUTURE ACQUISITIONS THAT MAY
SUBJECT US TO VARIOUS OPERATIONAL AND FINANCIAL RISKS.

     We have in the past and expect in the future to acquire other businesses or
technologies that complement our products, expand the breadth of our product
offerings, enhance our technical capabilities, help secure

                                       19
<PAGE>   22

critical sources of supply, or that may otherwise offer growth opportunities. In
connection with acquisitions, we may incur operational and financial risks,
including:

     - difficulties in combining operations, personnel, technologies or
       products;

     - unanticipated costs;

     - risks associated with entering markets in which we have no or limited
       prior experience;

     - diversion of management's attention from our core business;

     - adverse effects on existing business relationships with suppliers and
       customers;

     - issuing stock that would dilute our current stockholders' percentage
       ownership;

     - incurring debt; and

     - assumption of liabilities.

A NUMBER OF SHARES ARE OR WILL BE ELIGIBLE FOR FUTURE SALE WHICH MAY DEPRESS OUR
STOCK PRICE.

     Sales of substantial amounts of our common stock in the public market or
the perception that a large number of shares are available for sale, could cause
the market price of our common stock to decline. Immediately following our
initial public offering, approximately 80% of our outstanding shares of common
stock, including shares that can be acquired upon the exercise of options and
warrants, were subject to a "lock-up" agreement that would prevent the resale of
these shares until 180 days after the our initial public offering. This 180-day
"lock-up" period has expired and the holders of these shares will, in general,
be entitled to dispose of these shares. In addition to the adverse effect a
price decline could have on holders of our common stock, that decline would
likely impede our ability to raise capital through the issuance of additional
shares of our common stock or other equity securities.

     The holders of approximately 17 million shares of our common stock
(including warrants exercisable for 250,395 shares of common stock) have rights,
subject to some conditions, to require us to file registration statements
covering their shares, or to include their shares in registration statements
that we may file for ourselves or other stockholders. By exercising their
registration rights and selling a large number of shares, these holders could
cause the price of our common stock to decline. Furthermore, if we were to
include in a company-initiated registration statement shares held by those
holders pursuant to the exercise of their registration rights, those sales could
impair our ability to raise needed capital by depressing the price at which we
could sell our common stock.

OUR CERTIFICATE OF INCORPORATION AND BYLAWS, AS WELL AS PROVISIONS OF DELAWARE
LAW, COULD DISCOURAGE POTENTIAL ACQUISITIONS OF OUR COMPANY THAT STOCKHOLDERS
MAY CONSIDER FAVORABLE.

     Certain provisions of our certificate of incorporation, our bylaws and
Delaware law may discourage, delay or prevent a merger or acquisition that
stockholders may consider favorable. This could have an adverse effect on the
market price of our common stock or prevent our stockholders from realizing a
premium over the market price for their shares of our common stock. See
"Description of Capital Stock" for a discussion of these anti-takeover
provisions.

CONTROL BY CERTAIN STOCKHOLDERS WILL LIMIT THE ABILITY OF OTHER STOCKHOLDERS TO
INFLUENCE THE OUTCOME OF MATTERS REQUIRING STOCKHOLDER APPROVAL AND COULD
DISCOURAGE POTENTIAL ACQUISITIONS OF OUR COMPANY BY THIRD PARTIES.

     We believe that our executive officers, directors and entities affiliated
with them, along with the current holders of more than 5% of our equity, in the
aggregate, beneficially own a majority of our outstanding common stock. These
stockholders, if acting together, would be able to exert a significant degree of
influence over our management and affairs and over matters requiring approval by
our stockholders, including the election of our board of directors and the
approval of mergers or other business combination transactions. This
concentration of ownership could have the effect of delaying or preventing a
change in our control or otherwise
                                       20
<PAGE>   23

discourage a potential acquirer from attempting to obtain control of us, which
in turn could have an adverse effect on the market price of our common stock or
prevent our stockholders from realizing a premium over the market price for
their shares of our common stock.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

     We believe we do not have any significant exposures to quantitative and
qualitative market risks. For the nine months ended December 29, 2000, we did
not have any derivative financial instruments or any derivative commodity
instruments. Our other financial instruments include trade accounts receivable,
trade accounts payable, convertible subordinated debentures and a term note. Our
accounts receivable and accounts payable are relatively short term in duration
and as a consequence, are not exposed to significant interest rate changes and
consequent fair value adjustments. Our cash equivalents are invested in interest
bearing accounts, generally money market accounts of less than seven days
average maturity, and as a result are not subject to significant valuation
adjustments due to interest rate changes. We also have a term loan, which bears
interest at a fixed rate. As a result, the payments due under the term loan are
not subject to adjustment due to interest rate changes. Our financial market
risk includes risks associated with international operations and related foreign
currencies. We anticipate that international sales will continue to account for
a significant portion of our consolidated revenues. Most of our international
sales are in U.S. dollars and, therefore, are not subject to foreign currency
exchange rate risk. At December 29, 2000, approximately 4.3% of our ending
accounts receivable were denominated in a foreign currency and as a result, we
were subject to foreign currency exchange risk on this amount. In addition,
expenses of our international operations are denominated in each country's local
currency and are subject to foreign currency exchange risk. Through December 29,
2000, we have not experienced any significant negative impact on our operations
as a result of fluctuations in foreign currency exchange rates.

                                       21
<PAGE>   24

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

INITIAL PUBLIC OFFERING

     In August 2000 we completed the closing of the initial public offering of
our common stock pursuant to our Registration Statement on Form S-1 (File No.
333-31266) as filed with the Securities and Exchange Commission on February 28,
2000, as amended, the effective date of which was August 8, 2000.

     The net proceeds from the initial public offering are intended to be used
for general corporate purposes, including working capital, research and
development, sales and marketing, network design services, capital expenditures,
and potential acquisitions.

     The following changes in our capital stock occurred immediately upon the
closing of the offering:

     - all issued and outstanding shares of the Company's preferred stock were
       converted into an aggregate of 10,116,319 shares of common stock;

     - outstanding warrants were exercised, resulting in an issuance of 835,000
       shares of common stock after giving effect to cashless net exercise of
       certain warrants; and

     - $20.1 million of Series DD and Series EE convertible debentures were
       converted into an aggregate of 3,364,763 shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

ITEM 5. OTHER INFORMATION

     Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
    <C>       <S>
      3.1+    Amended and Restated Certificate of Incorporation of the
              Registrant.
      3.3*    Bylaws of the Registrant.
      4.1*    Specimen Common Stock Certificate.
      4.2*    Amended and Restated Preferred Stock Purchase Warrant, dated
              August 6, 1997, issued to Lighthouse Capital Partners II,
              L.P.
      4.3*    Warrant to Purchase Shares of Series DD Preferred Stock of
              Repeater Technologies, Inc., dated January 25, 1999, issued
              to Phoenix Leasing Incorporated.
      4.4*    Stock Subscription Warrant to Purchase Series DD Preferred
              Stock of Repeater Technologies, Inc., dated July 8, 1999,
              issued to TBCC Funding Trust II.
</TABLE>

                                       22
<PAGE>   25

<TABLE>
<CAPTION>
    EXHIBIT
    NUMBER                            DESCRIPTION
    -------                           -----------
    <C>       <S>
      4.5*    Seventh Amended and Restated Investors' Rights Agreement,
              dated July 11, 2000.
      4.6*    Form of Warrant to Purchase Shares of Series EE Preferred
              Stock.
     10.10*   Convertible Debenture and Warrant Purchase Agreement, dated
              July 11, 2000.
</TABLE>

---------------
+ Incorporated by reference from the correspondingly numbered exhibit to the
  Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June
  30, 2000, filed with the Commission on September 20, 2000.

* Incorporated by reference from the correspondingly numbered exhibit to the
  Registrant's Registration Statement on Form S-1 (No. 333-31266), filed with
  the Commission on February 28, 2000, as amended through the date hereof.

(b) REPORTS ON FORM 8-K

     No reports on Form 8-K were filed during the three months ended December
29, 2000.

                                       23
<PAGE>   26

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                          REPEATER TECHNOLOGIES, INC.

                                          By:    /s/ TIMOTHY A. MARCOTTE
                                            ------------------------------------
                                                    Timothy A. Marcotte,
                                                      Vice President,
                                                  Chief Operating Officer
                                                and Chief Financial Officer
                                            (Principal Financial and Accounting
                                                           Officer)

Date: February 12, 2001

                                       24
<PAGE>   27

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<C>       <S>
  3.1+    Amended and Restated Certificate of Incorporation of the
          Registrant.
  3.3*    Bylaws of the Registrant.
  4.1*    Specimen Common Stock Certificate.
  4.2*    Amended and Restated Preferred Stock Purchase Warrant, dated
          August 6, 1997, issued to Lighthouse Capital Partners II,
          L.P.
  4.3*    Warrant to Purchase Shares of Series DD Preferred Stock of
          Repeater Technologies, Inc., dated January 25, 1999, issued
          to Phoenix Leasing Incorporated.
  4.4*    Stock Subscription Warrant to Purchase Series DD Preferred
          Stock of Repeater Technologies, Inc., dated July 8, 1999,
          issued to TBCC Funding Trust II.
  4.5*    Seventh Amended and Restated Investors' Rights Agreement,
          dated July 11, 2000.
  4.6*    Form of Warrant to Purchase Shares of Series EE Preferred
          Stock.
 10.10*   Convertible Debenture and Warrant Purchase Agreement, dated
          July 11, 2000.
</TABLE>

---------------
+ Incorporated by reference from the correspondingly numbered exhibit to the
  Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June
  30, 2000, filed with the Commission on September 20, 2000.

* Incorporated by reference from the correspondingly numbered exhibit to the
  Registrant's Registration Statement on Form S-1 (No. 333-31266), filed with
  the Commission on February 28, 2000, as amended.

                                       25